Sec Form 13D Filing - Bulldog Investors LLP filing for PRINCIPAL REAL ESTATE INCOME F (PGZ) - 2024-09-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SCHEDULE 13D/A


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
9/9/24


1. NAME OF REPORTING PERSON
Bulldog Investors, LLP


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________


7. SOLE VOTING POWER
0

8. SHARED VOTING POWER
221,845

9. SOLE DISPOSITIVE POWER
0
_______________________________________________________

10. SHARED DISPOSITIVE POWER
221,845


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
221,845 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11
3.31%

14. TYPE OF REPORTING PERSON

IA

___________________________________________________________


1. NAME OF REPORTING PERSON
Phillip Goldstein


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
0

8. SHARED VOTING POWER
420,848

9. SOLE DISPOSITIVE POWER
0
_______________________________________________________

10. SHARED DISPOSITIVE POWER
420,848


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
420,848 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.29%


14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
0

8. SHARED VOTING POWER
420,848

9. SOLE DISPOSITIVE POWER
0
_______________________________________________________

10. SHARED DISPOSITIVE POWER
420,848


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
420,848 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.29%


14. TYPE OF REPORTING PERSON

IN

___________________________________________________________


Item 1. SECURITY AND ISSUER

This Constitutes Amendment #3 to the schedule 13d filed
October 16, 2023. Except as specifically set forth herein,
the Schedule 13d remains unmodified



ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on 7/05/2024 there were 6,694,109 shares of
common stock outstanding as of 4/30/2024. The percentages set forth
herein were derived using such number. Phillip Goldstein and Andrew Dakos
own Bulldog Investors, LLP, a registered investment advisor.
As of September 9, 2024 Bulldog Investors, LLP is deemed to be the beneficial
owner of 221,845 shares of PGZ (representing 3.31% of PGZ's outstanding
shares) solely by virtue of Bulldog Investors LLP's power to direct the
vote of,and dispose of, these shares.
As of September 9, 2024, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 420,848 shares of PGZ (representing 6.29% of PGZ's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.

(b)Bulldog Investors,LLP has sole power to dispose of and vote 0 shares.
Bulldog Investors, LLP has shared power to dispose of and vote 221,845
shares. Certain of Bulldog Investors, LLP's clients (none of whom
beneficially own more than 5% of PGZ's shares) share this power with
Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog
Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose
of and vote an additional 199,003 shares.


c) During the last 60 days the following shares of PGZ were sold.

Date			Shares		 Price
9/9/2024		(10,010)	 11.0500
9/6/2024		(14,315)	 11.0800
9/5/2024		(8,789)		 11.1370
9/4/2024		(11,100)	 11.0539
9/3/2024		(14)		 11.0500
8/1/2024		(25)		 10.5600
7/31/2024		(10,000)	 10.5500
7/30/2024		(16,505)	 10.5000
7/29/2024		(125)		 10.4800
7/25/2024		(306)		 10.5400
7/23/1934		(2,500)		 10.5600
7/17/2024		(8,154)		 10.5300



d) Clients of Bulldog Investors, LLP and a closed-end investment company
for which Messrs. Goldstein and Dakos have investment authority are
entitled to receive any dividends or sales proceeds.

e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None


After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 9/10/24

By: /S/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos

Bulldog Investors, LLP
By: /s/ Andrew Dakos
Andrew Dakos, Partner

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.